INNOVUS CORP
10-Q/A, 1997-08-21
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FORM 10-Q/A
AMENDMENT #1


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED:  March 31, 1997

OR

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM      N/A      to      N/A 

COMMISSION FILE NUMBER:  0-26790

INNOVUS CORPORATION
 (Exact name of registrant as specified in its charter)

DELAWARE                                     87-0461856
(State or other jurisdiction                        (I.R.S. Employer         
of incorporation or organization)                   Identification No.)

2060 East 2100 South
SALT LAKE CITY, UTAH 84109
 (Address of principal executive offices)

(801) 463-8200
(Issuer's telephone number)

Check whether the registrant (1) has filed all reports required to be filed 
by Sections 13 or 15(d) of the Exchange Act during the preceding 12 months 
(or for such shorter period that the registrant was required to file such 
reports), and (2) has been subject to such filing requirements for the past 
90 days.

           YES   X      NO        

The number of common shares outstanding at May 13, 1997:   6,009,646




Innovus Corporation and Subsidiary
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

        ASSETS

                                                    March 31,    December 31,
                                                         1997            1996

CURRENT ASSETS  
  Cash and cash equivalents                  $      1,039,818   $     886,122
  Accounts receivable, net                            267,143         116,761
  Inventories                                         101,388          39,003
  Prepaid expenses                                     93,900         119,849

Total current assets                                1,502,249       1,161,735


PROPERTY AND EQUIPMENT, net                         1,304,457       1,341,175


OTHER ASSETS
  Software development costs, net                     983,575         809,824
  Other                                                18,871          30,442

                                                    1,002,446         840,266
     

TOTAL ASSETS                                     $  3,809,152     $ 3,343,176





See the accompanying notes to condensed consolidated financial statements.






Innovus Corporation and Subsidiary
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

        LIABILITIES AND STOCKHOLDERS' EQUITY

                                                    March 31,    December 31,
                                                         1997            1996

CURRENT LIABILITIES
  Accounts payable                              $     377,951    $    716,068
  Accrued compensation                                138,801         216,805
  Accrued liabilities                                 138,432         126,022
  Current maturities of long-term debt                285,617          28,477
  Current maturities of capital
    lease obligations                                  27,960          37,220

Total current liabilities                             968,761       1,124,592

LONG-TERM DEBT,
  less current maturities                             671,564         671,564

CAPITAL LEASE OBLIGATIONS,
  less current maturities                              56,991          56,991

Total liabilities                                   1,697,316       1,853,147

COMMITMENTS

STOCKHOLDERS' EQUITY
Preferred stock - $0.001 par value; 
   1,000,000 shares authorized; 87,900 
   and 87,100 shares issued and outstanding,
   respectively                                            88              87
Common stock - $0.001 par value; 
   15,000,000 shares authorized; 5,882,252 
   and 5,052,811  shares issued and 
   outstanding,  respectively                           5,882           5,053
Additional paid-in capital                         16,888,017      14,996,682
Deferred compensation                                 (10,905)        (14,486)
Accumulated deficit                               (14,771,246)    (13,497,307)

Total stockholders' equity                           2,111,836      1,490,029

TOTAL LIABILITIES AND 
  STOCKHOLDERS' EQUITY                          $    3,809,152   $  3,343,176




See the accompanying notes to condensed consolidated financial statements.





Innovus Corporation and Subsidiary
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

                                                      For the Three Months
                                                          Ended March 31,       
                                                         1997            1996

Net sales                                       $     273,474    $     56,462

Costs and operating expenses
  Costs of products and services sold                  93,578          19,023
  Amortization of software 
    development costs                                 257,120          76,698
  Product development                                     -         364,839
  Selling and marketing                               569,329         904,512
  General and administrative                          226,780         206,778

                                                    1,146,807       1,571,850

Operating loss                                       (873,333)     (1,515,388)

Other income (expense)
  Interest income                                       8,320          17,283
  Other income                                          6,642             -   
  Interest expense for warrants 
    issued with debt                                 (349,607)            -   
  Interest expense, other                             (34,856)        (22,747)

                                                     (369,501)         (5,464)

Net Loss                                           (1,242,834)     (1,520,852)

Dividends on preferred stock                         (115,242)            -   

Loss Applicable to 
    Common Shareholders                         $  (1,358,076)    $       -   

Loss per common share                           $       (0.25)    $     (0.32)

Weighted number of shares of 
   common stock used in per 
   share calculation                                5,479,956       4,691,037




See the accompanying notes to condensed consolidated financial statements.





Innovus Corporation and Subsidiary
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

                                                       For the Three Months
                                                           Ended March 31,
                                                         1997            1996

Increase (decrease) in cash and cash equivalents
  Cash flows from operating activities
    Net loss                                    $  (1,242,834)   $ (1,520,852)
    Adjustments to reconcile net loss to
      net cash used in operating activities:
        Depreciation and amortization                 306,597         117,827
        Expenses for issued warrants                  349,607             -   
        Changes in assets and liabilities:
          Accounts receivable                        (150,382)        (26,258)
          Inventories                                 (62,385)        (36,114)
          Accounts payable and 
            accrued expenses                         (403,711)        192,870
          Other                                        39,320           8,480

          Net cash used in 
            operating activities                   (1,163,788)     (1,264,047)

Cash flows from investing activities
  Acquisition of property and equipment               (10,978)        (49,893)
  Increase in software development costs             (430,871)       (184,794)

          Net cash used in 
            investing activities                     (441,849)       (234,687)

Cash flows from financing activities
  Payments to reduce long-term debt
    and capital lease obligations                    (101,727)         (8,307)
  Net proceeds from issuance of preferred
    and common stock                                1,861,060             -   

          Net cash provided by (used in) 
            financing activities                    1,759,333          (8,307)

Net increase (decrease) in cash and 
  cash equivalents                                    153,696      (1,507,041)

Cash and cash equivalents at 
  beginning of year                                   886,122       2,362,556

Cash and cash equivalents at 
  end of year                                  $    1,039,818    $    855,515



Supplemental Cash Flow Information:
  Interest paid                                $       28,205    $     23,009




See the accompanying notes to condensed consolidated financial statements. 





(Unaudited)


NOTE A - INTERIM FINANCIAL STATEMENTS 

In the opinion of management, the accompanying unaudited financial 
statements contain all necessary adjustments, consisting of normal 
recurring adjustments except as disclosed herein for a fair presentation 
of financial position and the results of operations. The results of 
operations of the interim periods presented are not necessarily indicative 
of the results to be expected for the remainder of 1997.

The accompanying unaudited financial statements have been condensed 
pursuant to the rules and regulations of the Securities and Exchange 
Commission. Certain information and disclosures normally included in 
financial statements have been condensed or omitted. These financial 
statements should be read in connection with the Company's annual financial 
statements included in the Company's annual report on Form 10-K, as of 
December 31, 1996.

NOTE B - PROPERTY AND EQUIPMENT

Property and equipment and estimated useful lives consist of the following:

                                                March 31,   December 31,
                                      Years          1997           1996  

Building                                40    $   422,231     $  422,231
Computer and office 
     equipment                          5-7       909,977        907,499
Furniture and fixtures                  5-7       115,859        115,859

                                                1,448,067      1,445,589

Less accumulated depreciation 
  and amortization                               (518,041)      (478,845)

                                                  930,026        966,744
Land                                              374,431        374,431

                                           $    1,304,457   $  1,341,175


NOTE C - ISSUANCE OF PREFERRED STOCK

In February 1997, the Company designated 70,000 shares of preferred stock as 
Series F and issued 40,000 of such shares for $2,000,000.  

The Series F preferred stock is convertible at a rate of $2 per common 
share. Dividends on any Series F preferred stock converted during the 
first year following original issuance accrue at 10% per annum. Dividends 
on any Series F preferred stock converted following the first year accrue 
at 15% per annum for the first year and 5% per annum thereafter. All 
dividends on the Series F preferred stock are payable in cash or common 
stock (at $2 per share) at the time of conversion. If the market price 
for the common stock is not at least $3 per share on February 15, 1998, 
the conversion rate for all Series F preferred stock then still outstanding 
will be adjusted so that each preferred share (including accrued dividends) 
will be convertible into common stock having a market value equal to 150% 
of the original purchase price of $50.

Also in February 1997, the Company designated 12,000 shares of preferred 
stock as Series G. This series will be issued only in exchange for shares 
for the Company's Series E preferred stock. 

The Series G preferred stock is convertible at a rate of $2.25 per common 
share. Dividends on any Series G preferred  stock converted during the 
first year following original issuance accrue at 10% per annum. Dividends 
on any Series G preferred stock converted following the first year accrue 
at 15% per annum for the first year and 5% per annum thereafter. All 
dividends on the series G preferred stock are payable in cash or common 
stock (at $2.25 per share) at the time of conversion. 

NOTE D - CONVERSION OF PREFERRED STOCK

During the three months ended March 31, 1997, preferred stockholders 
converted 22,100 shares of Series C and 17,100 shares of Series D preferred 
stock into 707,622 shares of common stock in several transactions at an 
average price of $2.73 per share. Also, $31,105 in dividends associated 
with the Series C and Series D preferred stock were converted into 11,126 
shares of common stock. 

NOTE E - ISSUANCE OF OPTIONS

During January 1997, the Company granted to an officer/director an option 
to purchase 200,000 common shares at $2.50 per share. The option vests 50% 
immediately, an additional 25% at the end of year one and the  final 25% at 
the end of year two.  The options expire in five years.  The exercise price 
$2.50 was the fair market value of the underlying stock on the date granted.

NOTE F - OTHER CAPITAL TRANSACTIONS

During February 1997, 49,527 shares of common stock were issued upon exercise
of stock options for $25,160, by terminated employees.  Additionally, 345,399 
stock options held by terminated employees were forfeited.

NOTE G - EARNINGS PER SHARE

In February 1997, the Financial Accounting Standards Board issued Statement 
of Financial Accounting Standard (SFAS) No. 128, "Earnings per Share".  The
statement is effective for financial statements for periods ending after 
December 15, 1997, and changes the method in which earnings per share will be 
determined.  Adoption of this statement by the Company will not have a
material impact on earnings per share.

NOTE H - SOFTWARE DEVELOPMENT COSTS

The Company has restated its financial statments for the quarter ended
March 31, 1997 to capitalize previously expensed product development
costs to more accurately reflect the activities of the product
development group of the Company.  The changes to the condensed interim
financial statements at March 31, 1997 are summarized as follows:


Software Development Costs:
                                                  As Changed         Original
                                                   ---------        ---------

Balance at December 31, 1996                     $   809,824      $   809,824
  Additions during the first quarter                 430,871          189,854
                                                   ---------        ---------
                                                   1,240,695          999,678
  Less amortization                                 (257,120)        (257,120)

Balance at March 31, 1997                            983,575      $   742,558
                                                 $ =========        =========



The following is a summary of items which have changed:
				
                                                  As Changed         Original
                                                   ---------        ---------

Assets
    Software development costs, net             $    983,575     $    742,558
    Total other assets                          $  1,002,446     $    761,429
    Total assets                                $  3,809,152     $  3,568,135

Stockholders' Equity
    Accumulated deficit                         $(14,771,246)    $(15,012,263)
    Total stockholders' equity                  $  2,111,836     $  1,870,819

Total liabilities and stockholders' equity      $  3,809,152     $  3,568,135

Statement of Operations
    Product development expense                 $          -     $    241,017
    Total costs and operating expenses          $  1,146,807     $  1,387,824
    Operating loss                              $   (873,333)    $ (1,114,350)
    Net loss                                    $ (1,242,834)    $ (1,483,851)
    Loss applicable to 
      common shareholders                       $ (1,358,076)    $ (1,599,093)
    Loss per common share                       $      (0.25)    $      (0.29)

Statement of Cash Flows
    Net loss                                    $ (1,242,834)    $ (1,483,851)
    Net cash used in operating activities       $ (1,163,788)    $ (1,404,805)
    Increase in software development costs      $   (430,871)    $   (189,854)
    Net cash used in investing activities       $   (441,849)    $   (200,832)



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
        AND RESUTLS OF OPERATIONS

General

The following discussion should be read in conjunction with the
financial statements and notes thereto found elsewhere herein.  The
discussion assumes that the reader is familiar with or has access to the 
Company's financial statements for the year ended December 31, 1996
and the notes thereto found in the Company's Form 10-K.

Results of Operations

Initial sales of INNOVUS Multimedia to small value added resellers (VARs) and 
corporate information services departments began in late March, 1996.
In October, 1996 the Company announced an aggressive repricing and 
repositioning of the software to appeal to the individual desktop PC user.  
As part of the repositioning, the Company broadened its product line to 
include two software tools (INNOVUS Multimedia v.2.21 Authoring and INNOVUS 
Multimedia v.2.21 Presentations), eight application template packages for 
specific applications, two computer based training (CBT) applications and two 
business oriented media packages.  The products are sold through retail 
outlets such as Egghead Software and CompUSA.  The products are being 
wholesaled by Tech Data, the second largest distributor of computer 
software and hardware in the world, and corporate resellers such as Software 
Spectrum, Software House International, Stream and ASAP Software Express.  
The Company's products are also offered through mail order catalog companies 
such as MicroWarehouse, PC Connection and Tiger Direct.  The Company has also 
established a site on the World Wide Web for direct sales of the software.

During the three months ended March 31, 1997, the Company had net sales 
of $273,474, compared to $56,462 for the comparable period of the prior 
year.  Approximately two-thirds of the 1997 sales were generated by 
shrinkwrap software sales and the remainder from the sale of software 
bundled with customized content.  Sales in the 1996 period included limited 
sales of shrinkwrap software to VARs, sales of the INNOVUS Multimedia 
software tool combined with customized service or content production and 
the balance was generated by training and related sales.

The costs of products and services sold in the three months ended March 31, 
1997 were $93,578 or 34% of sales.  During the comparable period of the prior 
year, such costs were $19,023 or 34% of sales.

Selling and marketing expenses decreased to $569,329 in the three months 
ended March 31, 1997 compared to $904,512 in 1996.  The reduction in these 
expenses was made in conjunction with the Company's overall restructuring 
and downsizing.  Although marketing expenses currently exceed revenue, the
Company believes that continued aggressive marketing efforts are necessary
as the Company promotes its positioning of INNOVUS Multimedia to the 
individual desktop PC user.

Following completion of the commerical version of the software, product
development expenditures have continued for application templates to be 
used with the software tools and preparations for future updates to the 
software tools.  For the quarter ended March 31, 1997, product development
costs were $ - (none), compared to $364,839 of such expenditures in the
comparable quarter of 1996 when the software was being completed for 
commercial release.  Software development costs of $430,871 are being
capitalized.  See Note H of the notes to the financial statements.
In the three months ended March 31, 1997 and 1996, $257,120 and $76,698
of capitalized software development costs were amortized, respectively.
The Company anticipates continued development costs for future versions 
of INNOVUS Multimedia, as well as the addition of application templates
and applications providing users with additional products enhancing
INNOVUS Multimedia.  

General and administrative expenses were $226,780 for the quarter ended
March 31, 1997 compared to $206,778 in 1996.  The resizing of the Company 
in the fourth quarter of 1996 and the first quarter of 1997 reduced 
general and administrative expenses from their prior levels.

The Company is deemed to have incurred $349,607 in interest expense during 
the quarter ended March 31, 1997 in connection with the repricing of warrants 
issued as part of bridge financing from affiliates and others.  The 
warrants are exercisable at the fair market value of the underlying common 
stock at the date of re-pricing, but a value was assigned to the warrants 
using a modified Black-Scholes method.  Exclusive of the deemed expense 
from the warrants, the Company incurred net interest expense for the 
three months ended March 31, 1997 of $26,536.  Net interest expense for 
the comparable period in 1996 was $5,464.

The Company sustained a net loss of $1,242,834 for the first quarter of 
1997 compared to a loss of $1,520,852 for the first quarter of 1996.  On a 
per share basis, the net loss per common share for the three months ended 
March 31, 1997 was $0.25 compared to net loss per common share of $0.32 
for the comparable period of the prior year.  The weighted number of shares 
used in calculating the loss per common share does not include the potential 
issuance of common shares on conversion of outstanding preferred stock, as
such conversion are considered anti-dilutive.

The losses incurred in the current quarter cannot be sustained over an 
extended period.  Following the appointment of Terry Haas as President 
and CEO during the third quarter, the Company re-positioned its software 
in an attempt to increase sales and began reducing personnel and other 
non-marketing expenses to levels more closely aligned with sales levels.  
In 1997, the Company further reduced expenses by ceasing sales of low 
margin services.  While sales of shrinkwrap software continue to increase, 
management cannot predict with certainty when or if, the Company can become 
profitable.


Forward looking information 

Statements regarding the Company's expectations as to future sales of 
software, future capital resources and certain other statements presented 
in this Form 10-Q constitute forward looking information within the meaning 
of the Private Securities Litigation Reform Act of 1995.  Although the 
Company believes that its expectations are based on reasonable assumptions 
within the bounds of its knowledge of its business and operations, there 
can be no assurance that actual results will not differ materially from 
expectations.  In addition to matters affecting the Company's industry 
generally, factors which could cause actual results to differ from 
expectations include, but are not limited to (i) sales of the Company's 
software may never rise to the level of profitability; (ii) due to the 
rapidly changing and competitive nature of the industry, competitors 
may introduce new products with significant competitive advantages over 
the Company's products; and (iii) the Company may not have sufficient 
resources, including any future financing it is able to obtain, to sustain 
marketing and other operations.

Liquidity and Capital Resources

Following the commercial release of the software, the Company has been 
dedicating all available funds to INNOVUS Multimedia marketing and support.  
Marketing expenses have exceeded software revenue and the Company's liquid 
resources have been depleted as a result. The Company has obtained funds to 
support its operations from sales of its equity, including convertible 
preferred stock.  At March 31, 1997, the Company had total current assets 
of $1,502,249 and working capital of $533,488.  During the first quarter, 
the Company incurred a net loss of $1,242,834 and had negative cash flow 
from operations of $1,163,788. The Company anticipates that it will incur 
additional negative operating cash flow until such time as software sales 
increase substantially.  The future rate of revenue generation cannot be 
predicted with accuracy at this stage of the Company's growth. 

The Company cannot sustain its current rate of negative cash flows from 
operations and software development without additional sources of cash.  
In the long term, needed cash must be generated by operations in order 
for the Company to sustain itself.  During the first quarter, the Company 
raised $1,861,060 (after deduction of offering costs) primarily by issuing 
preferred stock to institutional and accredited investors.   The preferred 
stock was issued in various series, the terms of each of which vary.  All 
series of preferred stock are preferred to the common stock in the event of 
liquidation of the Company.  Each series of preferred stock is entitled 
to accrual of a dividend at the rate of 5% to 15% per annum, which is 
generally payable in stock at the time of conversion.  Each series 
of preferred stock is convertible into common stock, either at a fixed 
price or a price tied to the market value of the common stock.

As of May 2, 1996 the Company obtained a line of credit from a commercial 
lending bank pursuant to a Loan and Security Agreement.  At March 31, 1997, 
the Company had $0 outstanding to the Bank under the Agreement.  The 
Agreement is now closed to new borrowings.  

During 1996, the Company borrowed $1,470,300 from affiliates and other 
individuals.  The balance owing at March 31, 1997 was $370,000.  These 
amounts are secured by a second priority interest in substantially all 
assets of the Company.  The loans bear interest at 9.25% per annum and 
are due July 30, 1997.

At March 31, 1997, the Company had long term liabilities of $671,564, 
consisting primarily of the mortgage on the Company's building and notes 
payable to related parties.  The Company is considering offering the 
building for sale and relocating to leased premises.  Although the 
Company will require additional funds to sustain operations, the Company 
did not have any other significant capital commitments at March 31, 1997.  

The Company is dedicating substantially all available funds, including 
amounts it is able to borrow, to the software marketing and support.   The 
Company has limited available resources.  The Company may require additional 
funding to sustain operations until such time, if ever, as substantial 
revenues are received from software sales. 

The auditor's report on the Company's December 31, 1996 financial statements 
notes that the Company's substantial operating losses raise substantial doubt 
about the Company's ability to continue as a going concern.  The Company 
anticipates that it will be able to obtain sufficient financing from external 
sources, combined with results from operations, to sustain operations. There 
can be no assurance that additional financing will be available to the 
Company or that operating results will improve as management currently
anticipates.


PART II
Item 2 - Changes in Securities

        (b) The Company's Certificate of Incorporation authorizes 1,000,000 
        shares of Preferred Stock.  The Board of Directors has the power to 
        divide the Preferred Stock into series and to designate the relative 
        rights and preferences of each series.  The Board of Directors has 
        designated 70,000 shares of the Preferred Stock as the Series F 
        Convertible Preferred Stock and 12,000 shares as the Series G 
        Convertible Preferred Stock.

The Series F Preferred Stock entitles the holder to cumulative dividends at 
the rate per share (as a percentage of the stated value of $50.00 per share) 
equal to ten percent (10%) per annum for any shares converted during the 
first year after issuance.  The dividend on any Series F Preferred held 
for at least one year without conversion is increased to 15% per annum for 
the first year and reduced to 5% per annum thereafter.  Dividends on the 
Series F Preferred are payable in cash or common stock at the time of 
conversion.  The Series F Preferred is entitled to vote as a class with 
the common stock, on an as-converted basis, except on matters for which 
Delaware law requires class voting.  Holders of shares of Series F Preferred 
stock are also entitled to convert to common stock at a conversion price 
equal to the $2.00 per share.  If the market price of the common stock at 
February 15, 1998 is less than $3.00 per share, the conversion price for 
any Series F Preferred then outstanding will be adjusted so that each 
Series F Preferred share (including accumulated dividends) will be 
convertible into common stock having a market value of 150% of the original 
purchase price of $50.00 per Series F Preferred share, subject to certain 
limitations if the common stock has a market value below $1.00 per share.  
The conversion rates are subject to additional adjustments in the event of 
recapitalization, stock splits or similar events.  The Company is entitled 
to require a conversion or redemption of the Series F Preferred after 
March 31, 1998.  In the event of a liquidation, dissolution or winding-up 
of the Company, the Series F Preferred has priority distribution rights 
senior to the common stock, but junior to the Series C and D Preferred Stock.

The Series G Preferred Stock entitles the holder to cumulative dividends at 
the rate per share (as a percentage of the stated value of $50.00 per share) 
equal to ten percent (10%) per annum for any shares converted during the 
first year after issuance.  The dividend on any Series G Preferred held 
for at least one year without conversion is increased to 15% per annum 
for the first year and reduced to 5% per annum thereafter.  Dividends on 
the Series G Preferred are payable in cash or common stock at the time of 
conversion.  The Series G Preferred is not entitled to vote, except on 
matters for which Delaware law requires class voting.  Holders of shares of 
Series G Preferred stock are also entitled to convert to common stock at a 
conversion price equal to $2.25 per share.  The conversion rates are subject 
to additional adjustments in the event of recapitalization, stock splits or 
similar events.  The Company is entitled to require a conversion or 
redemption of the Series G Preferred after March 31, 1998.  In the event of a 
liquidation, dissolution or winding-up of the Company, the Series F Preferred 
has priority distribution rights senior to the common stock, but junior to the 
Series C and D Preferred Stock.

        (c)  The following securities were issued by the Company during the 
        quarter ended March 31, 1997 without registration under the 
        Securities Act of 1933 (other than issuances pursuant to Regulation S):

        (i) In February, 1997 the Company issued 40,000 shares of Series F 
        Preferred and warrants to purchase 200,000 shares of common stock.  
        The warrants entitle the holders to purchase common stock at $4.00 
        per share for a period of one year from the original issue date.  
        The terms of the Series F Preferred are described earlier in this 
        Item.  The Company received cash consideration of $1,800,000 for 
        the Series F Preferred and warrants.  The offering was made privately 
        to five accredited investors (three funds affiliated with the Free 
        Methodist Foundation, Ginsburg Surplus and Nation Wide Security 
        Inc.).  The offering was exempt from registration pursuant to 
        Sections 4(2) and 4(6) of the Securities Act and Rule 506.

        (ii) In February, 1997, the Company issued 12,000 shares of its 
        Series G Preferred for 12,000 previously outstanding shares of its 
        Series E Preferred.  The terms of the Series G Preferred are 
        described above.  The Company did not receive any consideration 
        for the Series G Preferred other than the Series E Preferred.  
        The offering was made to existing securities holders of the Company 
        without the payment of commissions and is therefore exempt from 
        registration pursuant to Section 3(a)(9) of the Act.

        (iii) During the quarter, the Company issued 718,748 shares of common 
        stock upon conversion of 22,100 shares of Series C Preferred and 
        17,100 shares of Series D Preferred pursuant to the terms of such 
        series of preferred stock. The offering was made to existing 
        securities holders of the Company without the payment of commissions 
        and is therefore exempt from registration pursuant to Section 3(a)(9) 
        of the Act.

        (iv)  In January, 1997, the Company granted Terry Haas an option to 
        purchase up to 200,000 shares of common stock at $2.50 per share.  
        The consideration for such issuance was Mr. Haas' continued 
        employment.  The offering was made privately to a single accredited 
        investor and was therefore exempt from registration pursuant to 
        Sections 4(2) and 4(6) of the Securities Act and Rule 506.

        (v)  During the quarter, the Company issued 49,527 shares of common 
        stock on exercise of previously outstanding employee stock options.  
        Total consideration received for the exercises was $25,160.  The 
        offering was made to a limited number of sophisticated persons 
        without the payment of commissions and is therefore exempt from 
        registration pursuant to Section 4(2) of the Act.


Item 6 - Exhibits and Reports on Form 8-K

        The Company filed a report on Form 8-K dated January 13, 1997 
        disclosing David Broadbent's resignation as a director.  


SIGNATURES

     In accordance with the requirements of the Securities Exchange Act of 
     1934, the registrant has duly caused this report to be signed on its 
     behalf by the undersigned, thereunto duly authorized.          

INNOVUS CORPORATION



 Date: May 14, 1997            By   /x/                                        
                                    Terry Haas
                                    Chief Executive Officer


                               By   /x/            
                                    David Mock
                                    Chief Financial Officer




 

 



        

        



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
unaudited financial statements as of March 31, 1997 and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                       1,039,818
<SECURITIES>                                         0
<RECEIVABLES>                                  267,143
<ALLOWANCES>                                         0
<INVENTORY>                                    101,388
<CURRENT-ASSETS>                             1,502,249
<PP&E>                                       1,822,498
<DEPRECIATION>                                 518,041
<TOTAL-ASSETS>                               3,809,152
<CURRENT-LIABILITIES>                          968,761
<BONDS>                                        728,555
                                0
                                  4,049,167
<COMMON>                                    12,844,820
<OTHER-SE>                                    (10,905)
<TOTAL-LIABILITY-AND-EQUITY>                 3,809,152
<SALES>                                        273,474
<TOTAL-REVENUES>                               273,474
<CGS>                                           93,578
<TOTAL-COSTS>                                   93,578
<OTHER-EXPENSES>                             1,053,229
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                           (369,501)
<INCOME-PRETAX>                            (1,242,834)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                        (1,242,834)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (1,242,834)
<EPS-PRIMARY>                                   (0.25)
<EPS-DILUTED>                                        0
        

</TABLE>


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